GENERAL TERMS AND CONDITIONS UNIHOSTED B.V.

Article 1 - Definitions

UniHosted B.V. is established in Amsterdam, registered under Chamber of Commerce number 95048219 and is the contractor. In these general terms and conditions, it is referred to as 'UniHosted'.
When the general terms and conditions refer to 'customer', this means the counterparty.
'Agreement' refers to the service agreement on the basis of which UniHosted provides hosting to the customer for payment.

Article 2 - Applicability of General Terms and Conditions

These general terms and conditions apply to the use of hosting by the customer, all created accounts, invoices, agreements, and the resulting activities of UniHosted.
These general terms and conditions also apply to third parties engaged by UniHosted to execute the agreement.
UniHosted reserves the right to modify the general terms and conditions. In this case, UniHosted will send the new general terms and conditions to the customer, whereby the most recently sent version shall always apply. If the new version contains significant changes with adverse consequences for the customer, the customer has the right to terminate the agreement.
Any general (purchase) terms and conditions of the customer are expressly rejected.
In the event that one or more of these provisions are (partially) void or annulled, the remaining provisions shall remain fully applicable.

Article 3 - Offer

The customer has the option to purchase the subscriptions offered by UniHosted via UniHosted's website.
If the customer purchases a subscription, they agree to these general terms and conditions. The customer must check the box indicating that they have taken note of the general terms and conditions.
UniHosted cannot be bound to (a specific part of) an offer if the customer could reasonably understand that it contains an obvious mistake or error.
The agreement is concluded electronically. Therefore, UniHosted takes appropriate security measures and collaborates with Stripe for payment.

Article 4 - Rates and Payments

An agreement is entered into for an indefinite period, unless otherwise agreed.
Prices stated in the agreement are based on a subscription price per month or year and exclude VAT. Updates are included in the price, unless otherwise agreed. The price is determined based on the number of devices the customer wishes to use.
Devices are defined as managed network components, such as UniFi access points, switches, and routers. Laptops, desktops, and phones are not considered devices.
When the customer subscribes, an initial payment is made via credit card or SEPA. After the initial payment, the subscription amount is collected monthly for the services to be provided.
By entering into the agreement, the customer authorizes automatic collection via an e-mandate or credit card during the satisfaction of the first payment.
If the customer believes that an amount has been incorrectly collected, they have the right to reverse the collection within 8 weeks after the collection date. When parties have agreed that the customer also sends the direct debit authorization to their bank, it is considered a business collection. In that case, the customer has no right of reversal.
The prices that UniHosted communicates when entering into the agreement are based on the price level valid at that time. If circumstances give rise to it, UniHosted has the right to change the prices.
If the customer does not pay their monthly payment on time or a payment fails, UniHosted is entitled to suspend the delivery of the service. In this case, UniHosted will deactivate access to the customer's server until the customer has paid the amount due. The customer is aware that customer data cannot be restored if the server has been disabled for more than 30 calendar days.
The customer is legally in default if the customer does not meet their payment obligations within the specified payment term. This also applies if an automatic collection cannot take place or is improperly reversed. From the moment the customer is in default, until the moment the invoice is fully paid, the customer owes statutory interest.
When the customer is in default or in breach, all reasonable costs that UniHosted must incur to collect the claim are at the expense of the customer.
If the customer is in a state of liquidation, bankruptcy, or suspension of payment, all claims that UniHosted has against the customer are immediately due and payable. Any licenses granted will expire immediately in this case.

Article 5 - Provision of Information

The customer must provide all necessary data for the execution of the agreement to UniHosted in a timely manner.
The customer guarantees the accuracy, completeness, and reliability of the information provided. This also applies to information provided by third parties.
UniHosted will handle the customer's data confidentially.
If the customer provides incorrect data or does not provide data in a timely manner, causing the agreement not to be executed or not to be executed in full, or resulting in delay, any resulting additional costs shall be at the expense of the customer.
If the customer provides requested information via digital information carriers, files, or software, they guarantee that these do not contain viruses, defects, or other harmful factors.
The customer indemnifies UniHosted against all damage resulting from non-compliance with the obligations in this article.

Article 6 - Execution of the Agreement

UniHosted executes the assignment to the best of its insight and ability. It is not liable for not achieving the result that the customer intended.
The customer is aware that UniHosted uses the services of third parties for the execution of the agreement, including but not limited to, The Constant Company LLC, also known as Vultr.
UniHosted strives for an error-free operation of the system. However, UniHosted cannot guarantee that no defects in functioning will occur. If the customer detects a defect in functioning, they must notify UniHosted. However, UniHosted is entitled, depending on the urgency of the functional defect, to postpone the repair until a subsequent system update. The assessment of urgency is at the discretion of UniHosted.
Since the services are delivered online, it cannot be guaranteed that the services are available at every moment and at every location. UniHosted makes every effort to keep the uptime as high as possible. The customer can conclude a Service Level Agreement for a guaranteed uptime of 99.9%. In the event of downtime and the system not being available, UniHosted is only obliged to refund (part of) the agreed amount if this guarantee is not met. For every 0.1% below this threshold, the customer receives a credit compensation of 5% of the monthly costs, up to a maximum of 50% of the total monthly costs. The customer is only entitled to this compensation if the incident is reported within five working days after the occurrence of the incident.
If downtime occurs, as discussed in the preceding paragraph, UniHosted is not liable to the customer for lost income, claims from end users, or other consequential damage.
Maintenance and updates are planned as much as possible during off-peak hours and are not counted as downtime. Planned updates will be communicated to the customer at least 24 hours in advance.
UniHosted reserves the right to engage third parties to perform the agreed work.
UniHosted does not execute assignments that are contrary to the law or do not align with its professionalism.

Article 7 - Modification and Cancellation

If during the execution of the agreement it appears necessary to change or supplement the work to be performed, the parties will adjust the agreement in a timely manner and in consultation. A change or supplement can result in additional work and will be charged based on a post-calculation. If the change or supplement results in additional costs, a change in quality, or influence on the time of completion, UniHosted will first inform the customer.
When new facts or circumstances arise that result in a disruption of the relationship of trust, UniHosted is authorized to terminate the agreement with the customer. In this case, UniHosted is not liable for damages to the customer.
A monthly subscription has a minimum term of 1 month. After the expiration of the minimum term, the subscription continues automatically. A monthly subscription can be canceled monthly by the customer. If the customer wishes to cancel
If the customer does not cancel in time, a subsequent subscription period will commence and be charged.
UniHosted is entitled to adapt, expand, delete, or modify the functionalities of its system. This may mean that certain functionalities are no longer available at a certain moment. This does not give the customer the right to a refund of the amount already paid, unless this fundamentally changes the execution of the agreement or alters the purpose of the agreement.

Article 8 - Force Majeure

Force majeure is defined, beyond what is provided by law, as: the prevention of the execution of the agreement by circumstances that UniHosted and the customer reasonably cannot influence. The customer can think of natural disasters, such as floods, earthquakes, and fire, which cause damage to data centers.
In case of force majeure or other circumstances that prevent the execution of the agreement from being (further) completed, the execution of the agreement will be postponed. The payment obligation continues to exist, unless otherwise agreed.

Article 9 - Liability

UniHosted is not liable for damage arising from the agreement, unless this damage is caused by intent or gross negligence.
UniHosted is not responsible for damage resulting from work performed based on incorrect or incomplete data provided by or on behalf of the customer.
UniHosted is not liable for acts and actions of third parties and suppliers.
UniHosted prioritizes the security of customer data and works with top-tier security protocols, including encryption and firewalls. However, UniHosted cannot completely exclude situations beyond its control, including DDoS attacks. UniHosted is not responsible for defects with software providers.
No guarantees are given for the free plan offered by UniHosted. If the customer decides to choose this package, the customer bears full responsibility.
If UniHosted or the hosting service contracted by UniHosted relocates its hosting, data center, or colocation, interrupting UniHosted's services, this is not considered downtime. UniHosted will inform the customer in writing at least 30 calendar days in advance in the case of such a relocation. UniHosted is not liable for lost income or costs that the customer must incur as a result of a relocation.
The customer is responsible for (the consequences of) applying and following advice given during the execution of the agreement.
The customer is responsible for not exceeding the number of devices purchased within the package. If a package is exceeded, UniHosted is entitled to increase the rates retroactively.
UniHosted will make a backup of the system every 24 hours. However, this does not include a backup of the software.
The customer retains access and control over their UniFi controller(s) and other devices and thus remains responsible for decisions other than the back-end and infrastructure. UniHosted is not responsible for problems that occur with the controller software.
If UniHosted is liable for direct damage, the compensation does not exceed the possible amount that a liability insurance taken out by UniHosted pays out. When the insurer does not pay out, the compensation is limited to the amount that has been charged two months prior to the occurrence of the damage, unless otherwise agreed.
The customer indemnifies UniHosted against any claim by third parties resulting from work performed or to be performed by UniHosted.

Article 10 - Intellectual Property

All parts of the system made by UniHosted are subject to intellectual property rights, which remain with UniHosted. The customer is not permitted to reproduce, publish, sell, disclose, or supply designs, system components, or other features of the system to third parties outside the granted license, unless otherwise agreed.
When the customer acts in violation of the provisions in this article, it is considered an infringement on the intellectual property rights of UniHosted. An infringement results in an immediately due and payable compensation. This amounts to three times the usual license fee, without UniHosted losing any right to compensation for other damage suffered. The compensation will be communicated to the customer by means of a demand letter.

Article 11 - Special Provisions

Both parties are obliged to maintain confidentiality of all confidential information they have obtained in the context of the agreement. Information is confidential if this has been communicated or is evident from the nature of the information provided.

Article 12 - Terms of Use System

When the customer has received login credentials from UniHosted, the customer is not entitled to provide these login credentials to another person, unless otherwise agreed.
If the customer acts in violation of the provisions of this article, UniHosted is entitled to deny the customer access to and use of the services. If this is the case, the payment obligation remains.

Article 13 - Complaints

If the customer has a complaint, they must make this known in writing and with motivation. UniHosted aims to respond in writing within 5 working days after receiving the complaint.
For complaints related to the non-functioning of the system, UniHosted maintains a response time of 48 hours.
UniHosted must be given the opportunity to remedy the defect to which the complaint applies.
Filing a complaint does not suspend the payment obligation.

Article 14 - Dispute Resolution

Dutch law applies to these general terms and conditions.
If a dispute arises between the customer and UniHosted, the parties will first try to resolve this dispute in consultation. Parties will only appeal to the court when this is unsuccessful.
Disputes between the customer and UniHosted will be submitted to the competent court in the district where UniHosted is established, unless the law requires otherwise.
In deviation from the statutory limitation periods, the limitation period for all claims and defenses against UniHosted and involved third parties is 12 months.